Vision-Ease Lens CORP S-1/A

PRE-EFFECTIVE AMENDMENT

CERTIFICATE OF INCORPORATION OF VISION-EASE LENS, INC.

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF VISION-EASE LENS, INC.

FORM OF AMENDED CERTIFICATE OF INCORPORATION OF VISION EASE LENS CORPORATION

AMENDED RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT DATED DECEMBER 1, 2005

2ND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT TERM LOAN & SECURITY AGREEMENT DATED 12/1/05

FORM OF LOCK-UP AGREEMENT

CONSENT OF DELOITTE & TOUCHE LLP

CONSENT OF ERNST & YOUNG LLP

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